Subprime Lender to Buyer: Close the Deal

Fearing that the potential buyer may back out of the merger, Accredited Home Lenders sues to keep the acquisition alive.
Stephen TaubAugust 13, 2007

Officials at Accredited Home Lenders Holding are adamant about being bought. In fact, the subprime lender filed a lawsuit against a private equity firm that is having second thoughts about acquiring the mortgage company. The law suit is aimed at forcing Lone Star Fund V and two of its affiliate to complete its planned purchase of Accredited, said a regulatory filing released last week by the lender.

On August 10, Lone Star stated that, “in light of the drastic deterioration in the financial and operational condition” of Accredited Home, the mortgage company would fail to satisfy the conditions of the deal. As a result, Lone Star did not expect to accept the shares being tendered. (The share offering period ends on August 14.)

But officials at Accredited took issue with Lone Star’s assumption. The lender argued that if more than 50 percent of its outstanding shares are tendered by August 14, all conditions to close the deal will have been met. Indeed, according to Accredited, the merger agreement “expressly provides that changes generally affecting the non-prime industry … which have not disproportionately affected the company do not provide a basis for Lone Star to fail to honor its obligations.”

The mortgage company also pointed out that the merger agreement stipulates that Lone Star may not refuse to honor its obligations based on any deterioration in, among other things, the results of operations, financial condition, or liquidity of Accredited that results from circumstances that existed on the day the merger agreement was signed. Accredited noted, however, that the existing conditions cited have to be generally known to the public, or previously disclosed to Lone Star by the lender.

The mortgage company also expects to hold Lone Star fully responsible for any damages caused by its failure to satisfy the merger obligations. Further, the lender asserted that neither Lone Star’s stated intention of not tendering the offer, nor its actual failure to close the deal, will constitute a default under any of Accredited’s warehouse facilities.

It said it has communicated with each of the warehouse credit providers and plans to continue to fund its mortgage loan originations.

It previously disclosed it maintains committed warehouse facilities with a total capacity of $1.6 billion for U.S. loan originations and $150 million Canadian for Canada loan originations.